Sell-side Final Bid Process Letter

Summary

This template is a sell-side final bid process letter containing instructions typically sent by a seller's investment bank advisors to the final bidder pool in a merger and acquisition auction. This template includes practical guidance and drafting notes. The template describes the items that bidders must include in their final proposal to be selected as the winner of the auction. By the final round, bidders should have completed due diligence investigations with only confirmatory diligence expected to occur during the post-auction period concurrent with negotiating a definitive transaction agreement. The letter instructs participants to put in their "best and final" offer price, indicate their sources of financing and include commitment letters regarding the same, and set forth any material conditions they would require in the definitive purchase agreement. This template assumes a seller is auctioning 100% of the total equity of the target company. The template would need to be tailored for contemplated transaction structure. For more on bid process letters and the auction process generally, see the Auction Process in M&A Deals practice note.